Restriction on Activities. Commencing as of the date first above written, and until the sooner of the six month anniversary of the date first written above or payment of the Note in full, or full conversion of the Note, the Company shall not, directly or indirectly, without the Buyer’s prior written consent, which consent shall not be unreasonably withheld: # change the nature of its business; # sell, divest, acquire, change the structure of any material assets other than in the ordinary course of business; or # solicit any offers for, respond to any unsolicited offers for, or conduct any negotiations with any other person or entity in respect of any variable rate debt transactions (i.e., transactions were the conversion or exercise price of the security issued by the Company varies based on the market price of the Common Stock) above $500,000, whether a transaction similar to the one contemplated hereby or any other investment; or # file any registration statements with the SEC.

No Restriction on Activities. The Company # acknowledges that the Investor has advised it that the Investor and its affiliates are in the business of holding, investing and trading in securities, and # so long as no information is disclosed in violation of Sections 2 and 3, agrees that this Agreement shall not in any way restrict or limit the activities of the Investor, any of its affiliates or any of their respective employees (or, for the avoidance of doubt, the Observer). To the fullest extent permitted by law, the Company renounces any current or future interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for the Investor or its affiliates, on the one hand, and the Company or any of its subsidiaries, on the other hand. To the fullest extent permitted by law, neither the Investor, the Observer nor any of their affiliates shall have any fiduciary or similar duty to communicate or offer any such corporate opportunity to the Company or any of its subsidiaries, nor shall such parties be liable to the Company or any of its subsidiaries or stockholders for breach of any fiduciary or similar duty as a stockholder, director or officer, as applicable, solely by reason of the fact that such party, directly or indirectly, pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company or any of its subsidiaries, regardless of whether such opportunity arose or was pursued in connection with, or use of, any Confidential Information.

Restriction. During the Term of this Agreement and for a period of one (1) year thereafter, the Executive shall not:

Restriction. Until the Vesting Date (as defined below), the Shares shall be subject to restriction as contained in the following legend, which legend shall be conspicuously placed on the face of the certificate or otherwise accompany the Shares:

Other Activities. During the Term of this Agreement, it shall not be a violation of this Agreement for the Executive to, and the Executive shall be entitled to # serve on corporate, civic, charitable, retail industry association or professional association boards or committees within the limitations of the Company’s Guidelines on Significant Governance Issues, # deliver lectures, fulfill speaking engagements or teach at educational institutions and # manage personal investments, so long as the activities set forth in [(i), (ii), and (iii) above] # do not significantly interfere with the performance of the Executive’s duties and responsibilities as required by this Agreement and do not involve a conflict of interest with the Executive’s duties or responsibilities hereunder, # are in compliance with the Company’s policies and procedures in effect from time to time, including the Code of Ethics & Business Conduct and the Guidelines on Significant Governance Issues, in each case as may be amended periodically, and # do not violate Paragraph 18 of this Agreement.

Market Activities. The Company will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of the Shares or any other reference security, whether to facilitate the sale or resale of the Shares or otherwise, and the Company will comply with all applicable provisions of Regulation M. If the limitations of Rule 102 of Regulation M (“Rule 102”) do not apply with respect to the Shares or any other reference security pursuant to any exception set forth in Section # of Rule 102, then promptly upon notice from the Agent (or, if later, at the time stated in the notice), the Company will, and shall cause each of its affiliates to, comply with Rule 102 as though such exception were not available but the other provisions of Rule 102 (as interpreted by the Commission) did apply.

Regulated Activities. The Company shall not itself, nor shall it cause, permit or allow the Bank or any other of its Subsidiaries to # engage in any business or activity not permitted by all applicable laws and regulations, except where such business or activity would not reasonably be expected to have a Material Adverse Effect on the Company, or # make any loan or advance secured by the capital stock of another bank or depository institution, or acquire the capital stock, assets or obligations of or any interest in another bank or depository institution, in each case other than in accordance with applicable laws and regulations and safe and sound banking practices.

Competitive Activities. For purposes of the Agreement, to which this [Exhibit B] is attached,

PROTECTED ACTIVITIES. Pursuant to 18 U.S.C. § 1833(b), Employee understands that Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the [[Organization A:Organization]] that # is made # in confidence to a federal, state, or local government official, either directly or indirectly, or to Employee’s attorney and # solely for the purpose of reporting or investigating a suspected violation of law; or # is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Employee understands that if Employee files a lawsuit for retaliation by the [[Organization A:Organization]] for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and use the trade secret information in the court proceeding if Employee # files any document containing the trade secret under seal, and # does not disclose the trade secret, except pursuant to court order. Further, nothing in this agreement or any other agreement Employee may have with the [[Organization A:Organization]] shall prohibit or restrict Employee from # voluntarily communicating with an attorney retained by Employee, # voluntarily communicating with any law enforcement, government agency, including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission, or any state or local commission on human rights, or any self-regulatory organization regarding possible violations of law, in each case without advance notice to the [[Organization A:Organization]], # recovering a SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934, # disclosing any information (including confidential information) to a court or other administrative or legislative body in response to a subpoena, court order or written request (with advance notice to the [[Organization A:Organization]] prior to any such disclosure to the extent legally permitted), or # disclosing the underlying facts or circumstances relating to claims of discrimination, in violation of laws prohibiting discrimination, against the [[Organization A:Organization]].

Prohibited Activities. In exchange for the opportunity to remain employed during the Strategic Advisory Period and post-employment Long-Term Incentive Plan award vesting, Executive agrees to comply with the Company’s standard post-employment covenants and execute the Company’s standard form of release as set forth below. Specifically, Executive agrees: